SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


(X)   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the quarter ended June 30, 2002
                            -------------
                                       OR

( )   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from ______________ to ______________

                            Commission File #0-12874
                                            --------

                        COMMERCE BANCORP [LOGO OMITTED]
             (Exact name of registrant as specified in its charter)

           New Jersey                                       22-2433468
--------------------------------------------------------------------------------
 (State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization)                               Number)

     Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey 08034-5400
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (856) 751-9000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report(s),  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

             Yes  X                                      No __

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the issuer's classes
                of common stock, as of the last practical date.

    Common Stock                                            67,261,646
--------------------------------------------------------------------------------
  (Title of Class)                                   (No. of Shares Outstanding
                                                           as of 8/7/02)


<PAGE>

<TABLE>
<CAPTION>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                                      INDEX

                                                                                                       Page
<S>                                                                                                  <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheets (unaudited)
              June 30, 2002 and December 31, 2001........................................................1

              Consolidated  Statements of Income  (unaudited) Three months ended
              June 30, 2002 and June 30, 2001 and
              six months ended June 30, 2002 and June 30, 2001...........................................2

              Consolidated Statements of Cash Flows (unaudited)
              Six months ended June 30, 2002 and June 30, 2001...........................................3

              Consolidated Statement of Changes in Stockholders' Equity (unaudited)
              Six months ended June 30, 2002.............................................................4

              Notes to Consolidated Financial Statements (unaudited).....................................5

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operation.........................................................8

Item 3.       Quantitative and Qualitative Disclosures About Market Risk................................16

PART II.      OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders............................................17

Item 6.  Exhibits and Reports on Form 8-K...............................................................17

</TABLE>

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------
                                                                                   June 30,        December 31,
                                                                                 ---------------------------------
                  (dollars in thousands)                                             2002              2001
                  ------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>
Assets            Cash and due from banks                                         $   659,667       $   557,738
                  Federal funds sold                                                   85,000                 0
                                                                                 ------------     -------------
                       Cash and cash equivalents                                      744,667           557,738
                  Loans held for sale                                                  34,758            73,261
                  Trading securities                                                  218,854           282,811
                  Securities available for sale                                     5,946,271         4,152,704
                  Securities held to maturity
                       (market value 06/02-$942,693; 12/01-$1,146,345)                920,893         1,132,172
                  Loans                                                             5,259,543         4,583,412
                       Less allowance for loan losses                                  80,098            66,981
                                                                                 ------------     -------------
                                                                                    5,179,445         4,516,431
                  Bank premises and equipment, net                                    412,299           362,992
                  Other assets                                                        271,908           285,594
                                                                                 ------------     -------------
                                                                                  $13,729,095       $11,363,703
                                                                                 ============     =============

Liabilities       Deposits:
                       Demand:
                           Interest-bearing                                       $ 4,292,382       $ 3,608,709
                           Noninterest-bearing                                      2,767,743         2,403,637
                       Savings                                                      2,387,166         1,925,919
                       Time                                                         2,940,098         2,247,329
                                                                                 ------------     -------------
                           Total deposits                                          12,387,389        10,185,594

                  Other borrowed money                                                118,491           264,554
                  Other liabilities                                                   193,127           196,485
                  Trust Capital Securities - Commerce Capital Trust I                  57,500            57,500
                  Convertible Trust Capital Securities - Commerce Capital
                       Trust II                                                       200,000                 0
                  Long-term debt                                                            0            23,000
                                                                                 ------------     -------------
                                                                                   12,956,507        10,727,133

Stockholders'     Common stock, 67,000,422 shares
Equity                 issued (65,832,559 shares in 2001)                              67,000            65,833
                  Capital in excess of par or stated value                            493,800           461,897
                  Retained earnings                                                   141,459            94,698
                  Accumulated other comprehensive income                               71,950            15,764
                                                                                 ------------     -------------
                                                                                      774,209           638,192

                  Less treasury stock, at cost, 200,018 shares
                       (200,118 shares in 2001)                                         1,621             1,622
                                                                                 ------------     -------------
                           Total stockholders' equity                                 772,588           636,570
                                                                                 ------------     -------------

                                                                                  $13,729,095       $11,363,703
                                                                                 ============     =============
</TABLE>

                             See accompanying notes.

                                       1
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
<TABLE>
<CAPTION>
              ---------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Six Months Ended
                                                                      June 30,                       June 30,
                                                             ----------------------------------------------------------
              (dollars in thousands, except per share            2002           2001           2002           2001
              amounts)
              ---------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>            <C>            <C>
Interest      Interest and fees on loans                         $ 86,959       $ 81,616       $168,782       $161,355
income        Interest on investments                             101,293         64,643        187,510        126,093
              Other interest                                          116            850            280          2,740
                                                              -----------    -----------    -----------    -----------
                       Total interest income                      188,368        147,109        356,572        290,188
                                                              -----------    -----------    -----------    -----------

Interest      Interest on deposits:
expense            Demand                                          14,707         15,948         27,615         33,982
                   Savings                                          8,133          8,345         15,211         17,240
                   Time                                            21,538         25,103         42,819         52,345
                                                              -----------    -----------    -----------    -----------
                       Total interest on deposits                  44,378         49,396         85,645        103,567
              Interest on other borrowed money                        282            909            708          2,482
              Interest on long-term debt                            5,082          1,401          7,514          2,996
                                                              -----------    -----------    -----------    -----------
                       Total interest expense                      49,742         51,706         93,867        109,045
                                                              -----------    -----------    -----------    -----------

              Net interest income                                 138,626         95,403        262,705        181,143
              Provision for loan losses                            10,250          7,982         17,150         12,591
                                                              -----------    -----------    -----------    -----------
              Net interest income after provision for
                   loan losses                                    128,376         87,421        245,555        168,552

Noninterest   Deposit charges and service fees                     31,629         25,194         60,592         47,030
income        Other operating income                               30,100         22,187         57,027         43,479
              Net investment securities gains                           0              0              0            980
                                                              -----------    -----------    -----------    -----------
                       Total noninterest income                    61,729         47,381        117,619         91,489
                                                             -------------   ------------   ------------   ------------

Noninterest   Salaries and benefits                                64,178         45,574        124,323         89,501
expense       Occupancy                                            13,083          9,129         25,181         17,927
              Furniture and equipment                              15,588         12,241         30,693         23,847
              Office                                                7,454          6,589         14,370         12,655
              Audit and regulatory fees and assessments             1,181          1,005          2,386          1,965
              Marketing                                             6,112          4,211         10,973          6,475
              Other                                                29,944         19,191         55,535         35,924
                                                              -----------    -----------    -----------    -----------
                       Total noninterest expenses                 137,540         97,940        263,461        188,294
                                                              -----------    -----------    -----------    -----------

              Income before income taxes                           52,565         36,862         99,713         71,747
              Provision for federal and state income taxes         17,763         11,752         33,161         23,236
                                                              -----------    -----------    -----------    -----------
              Net income                                         $ 34,802       $ 25,110       $ 66,552       $ 48,511
                                                              ===========    ===========    ===========    ===========

              Net income per common and common
                equivalent share:
                       Basic                                     $   0.52       $   0.39       $   1.00       $   0.76
                                                              -----------    -----------    -----------    -----------
                       Diluted                                   $   0.49       $   0.37       $   0.94       $   0.72
                                                              -----------    -----------    -----------    -----------
              Average common and common equivalent
                shares outstanding:
                       Basic                                       66,552         64,452         66,275         64,135
                                                              -----------    -----------    -----------    -----------
                       Diluted                                     71,007         67,873         70,510         67,371
                                                              -----------    -----------    -----------    -----------
              Cash dividends, common stock                       $   0.15       $   0.14       $   0.30       $   0.27
                                                              ===========    ===========    ===========    ===========
                             See accompanying notes.

                                       2
</TABLE>

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------------
                                                                                               Six Months Ended
                                                                                                   June 30,
                                                                                       ---------------------------------
                  (dollars in thousands)                                                   2002               2001
                  ------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>
Operating         Net income                                                             $    66,552        $    48,511
activities        Adjustments to reconcile net income to net cash
                     provided by operating activities:
                       Provision for loan losses                                              17,150             12,591
                       Provision for depreciation, amortization and accretion                 27,989             20,518
                       Gains on sales of securities available for sale                             0               (980)
                       Proceeds from sales of mortgages held for sale                        777,526            265,608
                       Originations of mortgages held for sale                              (739,023)          (297,460)
                       Net loan chargeoffs                                                    (4,033)            (3,723)
                       Net decrease (increase) in trading securities                          63,957            (34,844)
                       Increase in other assets                                              (17,553)           (31,542)
                       (Decrease) increase in other liabilities                               (3,358)           159,749
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by operating activities                       189,207            138,428

Investing         Proceeds from the sales of securities available for sale                   609,481            275,444
activities        Proceeds from the maturity of securities available for sale                760,908            358,552
                  Proceeds from the maturity of securities held to maturity                  242,799            175,158
                  Purchase of securities available for sale                               (3,078,553)        (1,213,555)
                  Purchase of securities held to maturity                                    (32,604)           (36,485)
                  Net increase in loans                                                     (686,345)          (432,081)
                  Proceeds from sales of loans                                                10,214              7,392
                  Purchases of premises and equipment                                        (74,193)           (42,933)
                  ------------------------------------------------------------------------------------------------------
                             Net cash used by investing activities                        (2,248,293)          (908,508)

Financing         Net increase in demand and savings deposits                              1,509,026            605,494
activities        Net increase in time deposits                                              692,769            373,052
                  Net decrease in other borrowed money                                      (146,063)          (157,653)
                  Redemption of long term debt                                               (23,000)                 0
                  Issuance of Convertible Trust Capital Securities                           200,000                  0
                  Dividends paid                                                             (19,792)           (17,563)
                  Proceeds from issuance of common stock under
                     dividend reinvestment and other stock plans                              33,067             28,789
                  Other                                                                            8               (343)
                  ------------------------------------------------------------------------------------------------------
                             Net cash provided by financing activities                     2,246,015            831,776

                  Increase in cash and cash equivalents                                      186,929             61,696
                  Cash and cash equivalents at beginning of year                             557,738            495,918
                  ------------------------------------------------------------------------------------------------------
                  Cash and cash equivalents at end of period                             $   744,667        $   557,614
                  ======================================================================================================

                  Supplemental  disclosures of cash flow information:
                     Cash paid during the period for:
                       Interest                                                          $    94,301        $   106,186
                       Income taxes                                                           29,200             21,901
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
            Consolidated Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
Six months ended June 30, 2002
(in thousands, except per share amounts)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                Capital in                           Accumulated
                                                                Excess of                               Other
                                                      Common      Par or      Retained    Treasury  Comprehensive
                                                       Stock   Stated Value   Earnings     Stock       Income          Total
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>         <C>          <C>        <C>             <C>         <C>
Balances at December 31, 2001                          $65,833     $461,897     $94,698    $(1,622)        $15,764     $636,570
Net income                                                                       66,552                                  66,552
Other Comprehensive Income, net of tax
   Unrealized gain on securities (pre-tax $87,170)                                                          56,186       56,186
                                                                                                                      ----------
Total comprehensive income                                                                                              122,738
Cash dividends paid                                                             (19,792)                                (19,792)
Shares issued under dividend reinvestment
   and compensation and benefit plans (1,168 shares)     1,168       31,899                                              33,067
Other                                                       (1)           4           1          1                            5
-----------------------------------------------------------------------------------------------------------------------------------
Balances at June 30, 2002                              $67,000     $493,800    $141,459    $(1,621)        $71,950     $772,588
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                             See accompanying notes.

                                       4

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

A.   Consolidated Financial Statements

The consolidated financial statements included herein have been prepared without
audit  pursuant to the rules and  regulations  of the  Securities  and  Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States has been  condensed  or omitted  pursuant to such
rules  and  regulations.   The  accompanying  condensed  consolidated  financial
statements  reflect all  adjustments  which are,  in the opinion of  management,
necessary to a fair statement of the results for the interim periods  presented.
Such adjustments are of a normal recurring nature.

These condensed  consolidated financial statements should be read in conjunction
with the audited  financial  statements  and the notes  thereto  included in the
registrant's  Annual Report on Form 10-K for the period ended December 31, 2001.
The  results  for the  six  months  ended  June  30,  2002  are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2002.

The consolidated  financial statements include the accounts of Commerce Bancorp,
Inc. and all of its subsidiaries,  including  Commerce Bank, N.A. (Commerce NJ),
Commerce   Bank/Pennsylvania,   N.A.,   Commerce   Bank/Shore,   N.A.,  Commerce
Bank/North, Commerce Bank/Delaware,  N.A., Commerce National Insurance Services,
Inc. (Commerce National  Insurance),  Commerce Capital Trust I, Commerce Capital
Trust II, and Commerce Capital Markets,  Inc. (CCMI). All material  intercompany
transactions  have been  eliminated.  Certain amounts from prior years have been
reclassified to conform with 2002  presentation.  All common stock and per share
amounts have been adjusted to reflect the 2 for 1 stock split with a record date
of December 3, 2001.

On August 1, 2002 the Company  completed the  acquisition of Sanford and Purvis,
Inc.,  an  insurance  brokerage  agency  which will  operate  as a  wholly-owned
subsidiary of Commerce  National  Insurance.  The Company  issued  approximately
113,000 shares in connection with this acquisition.

B.   Commitments

In the normal course of business,  there are various outstanding  commitments to
extend credit, such as letters of credit and unadvanced loan commitments,  which
are  not  reflected  in  the  accompanying  consolidated  financial  statements.
Management  does  not  anticipate  any  material  losses  as a  result  of these
transactions.

C.   Comprehensive Income

Total  comprehensive  income,  which for the  Company  included  net  income and
unrealized  gains and losses on the  Company's  available  for sale  securities,
amounted to $116.2 million and $14.5 million, respectively, for the three months
ended June 30, 2002 and 2001.  For the six months  ended June 30, 2002 and 2001,
total comprehensive income was $122.7 and $57.4 million, respectively.

                                       5

<PAGE>

                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

D.   Segment Information

Selected segment information is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                       Three Months Ended
                                                    June 30, 2002                            June 30, 2001
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>          <C>           <C>              <C>       <C>
Net interest income                   $   142,291   $    (3,665) $   138,626   $    95,512      $   (109) $    95,403
Provision for loan losses                  10,250                     10,250         7,982                      7,982
                                      -----------------------------------------------------------------------------------

Net interest income after provision       132,041        (3,665)     128,376        87,530          (109)      87,421
Noninterest income                         39,893        21,836       61,729        29,901        17,480       47,381
Noninterest expense                       118,295        19,245      137,540        83,293        14,647       97,940
                                      -----------------------------------------------------------------------------------
Income before income taxes                 53,639        (1,074)      52,565        34,138         2,724       36,862
Income tax expense                         19,034        (1,271)      17,763        11,270           482       11,752
                                      -----------------------------------------------------------------------------------
Net income                            $    34,605   $       197  $    34,802   $    22,868      $  2,242  $    25,110
                                      ===================================================================================

Average assets (in billions)          $    11,505   $     1,661  $    13,166   $     8,058          $962  $     9,020
                                      ===================================================================================

-------------------------------------------------------------------------------------------------------------------------
                                                  Six Months Ended                         Six Months Ended
                                                    June 30, 2002                            June 30, 2001
                                        Community      Parent/                   Community      Parent/
                                          Banks         Other        Total         Banks         Other        Total
-------------------------------------------------------------------------------------------------------------------------
Net interest income                   $   267,761   $    (5,056) $   262,705   $   181,392      $   (249) $   181,143
Provision for loan losses                  17,150                     17,150        12,591                     12,591
                                      -----------------------------------------------------------------------------------

Net interest income after provision       250,611        (5,056)     245,555       168,801          (249)     168,552
Noninterest income                         75,941        41,678      117,619        56,279        35,210       91,489
Noninterest expense                       226,147        37,314      263,461       159,401        28,893      188,294
                                      -----------------------------------------------------------------------------------
Income before income taxes                100,405          (692)      99,713        65,679         6,068       71,747
Income tax expense                         34,290        (1,129)      33,161        21,565         1,671       23,236
                                      -----------------------------------------------------------------------------------
Net income                            $    66,115   $       437  $    66,552   $    44,114      $  4,397  $    48,511
                                      ===================================================================================

Average assets (in billions)          $    11,002   $     1,431  $    12,433   $     7,822          $932  $     8,754
                                      ===================================================================================
</TABLE>

E.   Recent Accounting Statements

In conjunction with the issuance of the new guidance for business  combinations,
the FASB issued Statement No. 142,  "Goodwill and Other Intangible  Assets" (FAS
142),  which  addresses the accounting  and reporting for acquired  goodwill and
other  intangible  assets and supersedes APB Opinion 17. Under the provisions of
FAS 142,  goodwill and certain  other  intangible  assets,  which do not possess
finite  useful  lives,  will no  longer be  amortized  into net  income  over an
estimated life but rather will be tested at least annually for impairment  based
on specific guidance provided in the new standard.  Intangible assets determined
to have finite lives will continue to be amortized over their  estimated  useful
lives and also continue to be subject to impairment  testing.  The provisions of
FAS 142,  which were  adopted by the  Company as required  effective  January 1,
2002,  did not have a  material  impact  on the  results  of  operations  of the
Company.  It  is  anticipated  there  will  not  be  any  material   categorical
reclassifications or adjustments to the useful lives of finite-lived  intangible
assets as a result of adopting the new guidance.

                                       6

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

F.   Trust Capital Securities

On June 9,  1997,  the  Company  issued  $57.5  million of 8.75%  Trust  Capital
Securities   through  Commerce  Capital  Trust  I,  a  Delaware  business  trust
subsidiary  of the  Company.  The net  proceeds  of the  offering  were used for
general corporate  purposes.  All $57.5 million of the Trust Capital  Securities
qualify as Tier 1 capital for regulatory  capital  purposes.  All of these Trust
Capital  Securities  were  redeemed  on July 1, 2002 at the  stated  liquidation
amount ($25 per capital security) plus accrued and unpaid distributions  thereon
to July 1, 2002.

On March 11, 2002 the Company  issued $200  million of 5.95%  convertible  trust
preferred  securities through Commerce Capital Trust II, a newly formed Delaware
business  trust  subsidiary  of the Company.  Holders of the  convertible  trust
preferred  securities  may convert each  security  into 0.9478 shares of Company
common stock,  subject to  adjustment,  if (1) the closing sale price of Company
common stock for at least 20 trading days in a period of 30 consecutive  trading
days ending on the last trading day of any calendar  quarter  beginning with the
quarter  ending  June  30,  2002 is more  than  110%  of the  convertible  trust
preferred  securities  conversion  price  then in effect on the last day of such
calendar  quarter,  (2) the assigned credit rating by Moody's of the convertible
trust  preferred  securities  is at or  below  Bal,  (3) the  convertible  trust
preferred  securities  are called for  redemption,  or (4)  specified  corporate
transactions  have occurred.  The net proceeds of this offering will be used for
general  corporate  purposes,  including the  redemption of the Company's  $57.5
million of 8.75% Capital Trust I securities on July 1, 2002 and the repayment of
the Company's $23.0 million of 8 3/8% subordinated notes on May 20, 2002.

G.   Earnings Per Share

The  calculation  of earnings per share  follows (in  thousands,  except for per
share amounts):

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                               June 30                            June 30
                                                   -------------------------------------------------------------------
                                                       2002              2001             2002              2001
----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>              <C>               <C>
Basic:
Net income                                               $34,802           $25,110          $66,552           $48,511
                                                   ==============    ==============   ==============    ==============
Average common shares outstanding                         66,552            64,452           66,275            64,135
                                                   ==============    ==============   ==============    ==============
Net income per share of common stock                     $  0.52           $  0.39          $  1.00           $  0.76
                                                   ==============    ==============   ==============    ==============

Diluted:
Net income                                               $34,802           $25,110          $66,552           $48,511
                                                   ==============    ==============   ==============    ==============

Average common shares outstanding                         66,552            64,452           66,275            64,135
Additional shares considered in diluted
   computation assuming:
     Exercise of stock options                             4,455             3,421            4,235             3,236
                                                   --------------    --------------   --------------    --------------
Average common shares outstanding
   on a diluted basis                                     71,007            67,873           70,510            67,371
                                                   ==============    ==============   ==============    ==============
Net income per common share - diluted                    $  0.49           $  0.37          $  0.94           $  0.72
                                                   ==============    ==============   ==============    ==============
</TABLE>


                                       7
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Item 2.   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operation
          --------------------

Capital Resources
-----------------

At June 30, 2002,  stockholders' equity totaled $772.6 million or 5.63% of total
assets,  compared to $636.6  million or 5.60% of total  assets at  December  31,
2001.

The table below presents the Company's and Commerce NJ's risk-based and leverage
ratios at June 30, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                             Per Regulatory Guidelines
                                                                 ---------------------------------------------------
                                               Actual                    Minimum              "Well Capitalized"
                                         Amount      Ratio         Amount      Ratio          Amount      Ratio
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>        <C>            <C>         <C>            <C>
June 30, 2002
Company
     Risk based capital ratios:
       Tier 1                           $  931,146       12.54%     $296,929        4.00%      $445,393        6.00%
       Total capital                     1,035,198       13.95       593,858        8.00        742,322       10.00
     Leverage ratio                        931,146        7.10       524,807        4.00        656,009        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                           $  463,215       10.39%     $178,329        4.00%      $267,494        6.00%
       Total capital                       515,483       11.56       356,658        8.00        445,823       10.00
     Leverage ratio                        463,215        6.25       296,235        4.00        370,294        5.00

June 30, 2001
Company
     Risk based capital ratios:
       Tier 1                           $  610,816       10.77%     $226,758        4.00%      $340,138        6.00%
       Total capital                       677,564       11.95       453,517        8.00        566,896       10.00
     Leverage ratio                        610,816        6.78       360,420        4.00        450,525        5.00

Commerce NJ Risk based capital ratios:
       Tier 1                           $  353,611        9.88%     $143,215        4.00%      $214,822        6.00%
       Total capital                       391,832       10.94       286,430        8.00        358,037       10.00
     Leverage ratio                        353,611        6.53       216,581        4.00        270,726        5.00
</TABLE>

At June 30, 2002,  the  Company's  consolidated  capital  levels and each of the
Company's  bank   subsidiaries   met  the  regulatory   definition  of  a  "well
capitalized" financial institution, i.e., a leverage capital ratio exceeding 5%,
a Tier 1 risk-based  capital ratio exceeding 6%, and a total risk-based  capital
ratio exceeding 10%.  Management  believes that as of June 30, 2002, the Company
and its subsidiaries  meet all capital  adequacy  requirements to which they are
subject.

Deposits
--------

Total deposits at June 30, 2002 were $12.4 billion, up $4.0 billion, or 48% over
total deposits of $8.4 billion at June 30, 2001, and up by $2.2 billion,  or 22%
from year-end 2001.  Deposit growth during the first six months of 2002 included
core deposit  growth in all categories as well as growth from the public sector.
The Company experienced "same-store core deposit growth" of 30% at June 30, 2002
as  compared to  deposits a year ago for those  branches  open for more than two
years.

Interest Rate Sensitivity and Liquidity
---------------------------------------

The Company's risk of loss arising from adverse changes in the fair market value
of financial instruments, or market risk, is composed primarily of interest rate
risk.  The  primary  objective  of  the  Company's  asset/liability   management
activities  is to maximize net interest  income,  while  maintaining  acceptable
levels of interest rate risk. The Company's  Asset/Liability Committee (ALCO) is
responsible for  establishing  policies to limit exposure to interest rate risk,
and to

                                       8

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

ensure procedures are established to monitor compliance with these policies. The
guidelines established by ALCO are reviewed by the Company's Board of Directors.

Management considers the simulation of net interest income in different interest
rate environments to be the best indicator of the Company's  interest rate risk.
Income  simulation  analysis  captures not only the  potential of all assets and
liabilities to mature or reprice, but also the probability that they will do so.
Income  simulation also attends to the relative  interest rate  sensitivities of
these  items,  and  projects  their  behavior  over an extended  period of time.
Finally,  income simulation permits management to assess the probable effects on
the balance  sheet not only of changes in interest  rates,  but also of proposed
strategies for responding to them.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting net income over the next 24 months in a flat rate scenario versus net
income in alternative  interest rate scenarios.  Management  continually reviews
and  refines  its  interest  rate risk  management  process in  response  to the
changing   economic   climate.   Currently,   the  Company's  model  projects  a
proportionate  200 basis point change during the next year, with rates remaining
constant in the second year.  The  Company's  ALCO policy has  established  that
interest income  sensitivity will be considered  acceptable if net income in the
above  interest  rate  scenario  is  within  15% of net  income in the flat rate
scenario in the first year and within 30% over the two year time frame.  At June
30, 2002,  the  Company's  income  simulation  model  indicates net income would
decrease by 0.35% and by 9.62% in the first year and over a two year time frame,
respectively,  if rates decreased as described above, as compared to an increase
of 2.33% and  decrease of 3.32%,  respectively,  at June 30,  2001.  At June 30,
2002,  the model  projects that net income would  decrease by 0.18% and increase
5.71% in the first year and over a two year time frame,  respectively,  if rates
increased  as  described  above,  as  compared to a decrease by 5.14% and 3.78%,
respectively,  at June 30, 2001. All of these net income  projections are within
an acceptable level of interest rate risk pursuant to the policy  established by
ALCO.

In the event the Company's  interest rate risk models  indicate an  unacceptable
level of risk, the Company could undertake a number of actions that would reduce
this risk,  including the sale of a portion of its available for sale portfolio,
the use of risk  management  strategies such as interest rate swaps and caps, or
the extension of the maturities of its short-term borrowings.

Management  also  monitors  interest  rate risk by  utilizing a market  value of
equity model. The model assesses the impact of a change in interest rates on the
market value of all the  Company's  assets and  liabilities,  as well as any off
balance  sheet items.  The model  calculates  the market value of the  Company's
assets and liabilities in excess of book value in the current rate scenario, and
then  compares the excess of market value over book value given an immediate 200
basis point change in rates.  The Company's ALCO policy indicates that the level
of interest  rate risk is  unacceptable  if the immediate 200 basis point change
would  result in the loss of 50% or more of the excess of market value over book
value in the current rate scenario. At June 30, 2002, the market value of equity
model indicates an acceptable level of interest rate risk.

Liquidity  involves the Company's ability to raise funds to support asset growth
or decrease assets to meet deposit  withdrawals  and other  borrowing  needs, to
maintain reserve requirements and to otherwise operate the Company on an ongoing
basis.  The  Company's  liquidity  needs  are  primarily  met by  growth in core
deposits,  its  cash  and  federal  funds  sold  position,  cash  flow  from its
amortizing  investment  and loan  portfolios,  as well as the use of  short-term
borrowings,  as  required.  If  necessary,  the Company has the ability to raise
liquidity through collateralized  borrowings,  FHLB advances, or the sale of its
available for sale investment portfolio.  As of June 30, 2002 the Company had in
excess  of $5.4  billion  in  immediately  available  liquidity  which  includes
securities  that could be sold or used for  collateralized  borrowings,  cash on
hand, and borrowing capacities under existing lines of credit.  During the first
six months of 2002,  deposit growth and long-term  borrowings  (Commerce Capital
Trust II) were used to fund growth in the loan portfolio and purchase additional
investment securities.

                                       9

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Short-Term Borrowings
---------------------

Short-term borrowings,  or other borrowed money, consist primarily of securities
sold under agreements to repurchase and overnight lines of credit,  and are used
to meet  short term  funding  needs.  During  the first six months of 2002,  the
Company  significantly  reduced its  short-term  borrowings,  primarily  through
increased deposits.  At June 30, 2002,  short-term  borrowings aggregated $118.5
million and had an average  rate of 1.18%,  as compared to $264.6  million at an
average rate of 1.78% at December 31, 2001.

Interest Earning Assets
-----------------------

For the six month period ended June 30, 2002,  interest earning assets increased
$2.3 billion from $10.2 billion to $12.5 billion. This increase was primarily in
investment securities and the loan portfolio as described below.

Loans
-----

During the first six months of 2002,  loans  increased  $676.1 million from $4.6
billion  to $5.3  billion.  At June 30,  2002,  loans  represented  42% of total
deposits and 38% of total assets. All segments of the loan portfolio experienced
growth in the first six months of 2002,  including  loans  secured by commercial
real estate properties, commercial loans, and consumer loans.

The following table summarizes the loan portfolio of the Company by type of loan
as of the dates shown.

<TABLE>
<CAPTION>
                                                           June 30,           December 31,
                                                    ---------------------------------------
                                                             2002                 2001
                                                    ---------------------------------------
(dollars in thousands)
<S>                                                       <C>                   <C>
Commercial real estate:
   Owner-occupied                                         $  880,179            $  750,562
   Investor developer                                        799,494               664,605
   Construction                                              478,485               460,957
                                                    ---------------------------------------
                                                           2,158,158             1,876,124
Commercial:
   Term                                                      687,953               600,374
   Line of credit                                            626,755               556,977
   Demand                                                        379                   440
                                                    ---------------------------------------
                                                           1,315,087             1,157,791
Consumer:
   Mortgages (1-4 family residential)                        553,452               471,680
   Installment                                               150,254               161,647
   Home equity                                             1,035,738               872,974
   Credit lines                                               46,854                43,196
                                                    ---------------------------------------
                                                           1,786,298             1,549,497
                                                    =======================================
     Total loans                                          $5,259,543            $4,583,412
                                                    =======================================
</TABLE>

                                       10
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Investments
-----------

For the first six months of 2002, total  securities  increased $1.5 billion from
$5.6 billion to $7.1 billion.  The available for sale  portfolio  increased $1.8
billion to $5.9 billion at June 30, 2002 from $4.2 billion at December 31, 2001,
and the securities held to maturity portfolio decreased $211.3 million to $920.9
million at June 30, 2002 from $1.1 billion at year-end  2001.  The  portfolio of
trading securities  decreased $63.9 million from year-end 2001 to $218.9 million
at June 30, 2002. At June 30, 2002, the average life of the investment portfolio
was  approximately  4.2 years, and the duration was  approximately 3.3 years. At
June 30, 2002, total securities represented 52% of total assets.

The following table  summarizes the book value of securities  available for sale
and securities held to maturity by the Company as of the dates shown.

<TABLE>
<CAPTION>
                                                               June 30,      December 31,
                                                           ---------------------------------
                                                                2002             2001
                                                           ---------------------------------
                                                                (dollars in thousands)
<S>                                                             <C>              <C>
U.S. Government agency and mortgage backed obligations          $5,742,496       $3,994,523
Obligations of state and political subdivisions                     71,989           82,922
Equity securities                                                   18,289           16,325
Other                                                              113,497           58,934
                                                           ---------------------------------
     Securities available for sale                              $5,946,271       $4,152,704
                                                           =================================

U.S. Government agency and mortgage backed obligations            $840,524       $1,044,266
Obligations of state and political subdivisions                     35,919           50,602
Other                                                               44,450           37,304
                                                           ---------------------------------
     Securities held to maturity                                  $920,893       $1,132,172
                                                           =================================
</TABLE>

Net Income
----------

Net income for the second quarter of 2002 was $34.8 million, an increase of $9.7
million or 39% over the $25.1 million  recorded for the second  quarter of 2001.
Net income for the first six months of 2002 totaled $66.6  million,  an increase
of $18.1 million or 37% from $48.5 million in the first six months of 2001. On a
per share basis,  diluted net income for the second quarter and first six months
of 2002 was $0.49 and $0.94 per  common  share  compared  to $0.37 and $0.72 per
common share for the 2001 periods.

Return on average assets (ROA) and return on average equity (ROE) for the second
quarter  of 2002 were  1.06% and  18.99%,  respectively,  compared  to 1.11% and
18.16%,  respectively,  for the same 2001 period.  ROA and ROE for the first six
months of 2002 were 1.07% and 18.99%, respectively, compared to 1.11% and 18.04%
a year ago.

Net Interest Income
-------------------

Net interest  income  totaled  $138.6 million for the second quarter of 2002, an
increase  of $43.2  million or 45% from $95.4  million in the second  quarter of
2001. Net interest  income for the first six months of 2002 was $262.7  million,
up $81.6 million or 45% from 2001. The  improvement  in net interest  income was
due primarily to volume increases in the loan and investment portfolios.

The following  table sets forth balance sheet items on a daily average basis for
the three  months  ended June 30,  2002,  March 31,  2002 and June 30,  2001 and
presents the daily average interest earned on assets and paid on liabilities for
such periods.

                                       11
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                    Average Balances and Net Interest Income

<TABLE>
<CAPTION>
                                ---------------------------------------------------------------------------------------------------
                                             June 2002                        March 2002                       June 2001
                                ----------------------------------- -------------------------------- ------------------------------
                                  Average                 Average     Average              Average     Average            Average
(dollars in thousands)            Balance      Interest    Rate       Balance    Interest    Rate      Balance  Interest    Rate
                                ----------------------------------- -------------------------------- ------------------------------
<S>                               <C>            <C>          <C>     <C>          <C>         <C>    <C>         <C>         <C>
Earning Assets
---------------------------------
Investment securities
   Taxable                        $6,484,728     $97,970      6.06%   $5,511,447   $83,211     6.12%  $3,802,458  $62,079     6.55%
   Tax-exempt                        128,237       2,043      6.39       110,293     1,665     6.12       80,070    1,335     6.69
   Trading                           225,231       3,069      5.47       189,651     2,960     6.33      185,558    2,608     5.64
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Total investment securities        6,838,196     103,082      6.05     5,811,391    87,836     6.13    4,068,086   66,022     6.51
Federal funds sold                    27,592         116      1.69        40,672       164     1.64       75,659      850     4.51
Loans
   Commercial mortgages            1,928,153      33,683      7.01     1,828,586    31,304     6.94    1,532,835   30,982     8.11
   Commercial                      1,194,310      17,952      6.03     1,087,048    16,338     6.10      934,145   19,071     8.19
   Consumer                        1,787,395      32,026      7.19     1,656,000    30,936     7.58    1,387,114   28,937     8.37
   Tax-exempt                        241,226       5,073      8.43       233,669     4,992     8.66      185,415    4,039     8.74
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Total loans                        5,151,084      88,734      6.91     4,805,303    83,570     7.05    4,039,509   83,029     8.24
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Total earning assets             $12,016,872    $191,932      6.41%  $10,657,366  $171,570     6.53%  $8,183,254 $149,901     7.34%
                                 ===========                         ===========                     ===========
Sources of Funds
---------------------------------
Interest-bearing liabilities
   Regular savings                $2,304,839      $8,133      1.42%   $2,044,873    $7,078     1.40%  $1,576,198   $8,345     2.12%
   N.O.W. accounts                   331,878       1,152      1.39       300,742     1,053     1.42      240,848    1,454     2.42
   Money market plus               3,858,362      13,555      1.41     3,459,619    11,855     1.39    2,537,801   14,494     2.29
   Time deposits                   1,840,499      15,992      3.49     1,673,580    16,004     3.88    1,162,981   15,093     5.21
   Public funds                      984,503       5,546      2.26       874,379     5,277     2.45      781,823   10,010     5.14
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
     Total deposits                9,320,081      44,378      1.91     8,353,193    41,267     2.00    6,299,651   49,396     3.15

   Other borrowed money               70,078         282      1.61       102,611       426     1.68       78,654      908     4.63
   Long-term debt                    269,885       5,082      7.55       127,167     2,432     7.76       80,500    1,400     6.98
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Total deposits and
interest-bearing
   liabilities                     9,660,044      49,742      2.07     8,582,971    44,125     2.08    6,458,805   51,704     3.21
Noninterest-bearing funds (net)    2,356,828                           2,074,395                       1,724,449
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Total sources to fund earning
  assets                         $12,016,872      49,742      1.66   $10,657,366    44,125     1.68   $8,183,254   51,704     2.53
                                 -----------  ----------  --------   ----------- ---------  -------  ----------- --------  -------
Net interest income and
   margin tax-equivalent basis                  $142,190      4.75%               $127,445     4.85%              $98,197     4.81%
                                              ==========  ========               =========  =======              ========  =======
Other Balances
---------------------------------
Cash and due from banks             $547,088                            $510,269                        $392,267
Other assets                         677,551                             592,129                         498,858
Total assets                      13,166,040                          11,690,615                       9,020,019
Total deposits                    11,885,164                          10,684,272                       8,185,095
Demand deposits (noninterest-
   bearing)                        2,565,083                           2,331,079                       1,885,444
Other liabilities                    207,939                             108,125                         122,698
Stockholders' equity                 732,974                             668,440                         553,072
Allowance for loan losses             75,471                              69,149                          54,360

<FN>
Notes    -        Weighted  average yields on tax-exempt  obligations  have been
                  computed on a tax-equivalent basis assuming a federal tax rate
                  of 35%.
         -        Non-accrual  loans  have been  included  in the  average  loan
                  balance
         -        Investment securities includes investments available for sale.
         -        Consumer loans include mortgage loans held for sale.
</FN>
</TABLE>

                                       12
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Noninterest Income
------------------

Noninterest  income  totaled  $61.7  million for the second  quarter of 2002, an
increase  of $14.3  million or 30% from $47.4  million in the second  quarter of
2001.  Noninterest  income for the first six months of 2002  increased to $117.6
million from $91.5 million in the first six months of 2001, a 29% increase.  The
increase was due primarily to increased  deposit charges and service fees, which
rose $6.4  million  over the second  quarter of 2001 and $13.6  million  for the
first six months of 2002 primarily due to higher transaction volumes. The growth
in  non-interest  income for the second quarter and the first six months of 2002
is more fully depicted below:

<TABLE>
<CAPTION>
                                                       Quarter Ended                      Six Months Ended
                                            -------------------------------------------------------------------------
                                             6/30/02     6/30/01    % Increase   6/30/02     6/30/01     % Increase
                                            -------------------------------------------------------------------------
                                                   (Dollars in thousands)             (Dollars in thousands)
<S>                                           <C>         <C>             <C>     <C>         <C>              <C>
Deposit Charges & Service Fees                $31,629     $25,194         26%     $60,592     $47,030          29%
Other Operating Income:
   Insurance                                   14,241      12,216         17%      27,629      24,759          12%
   Capital Markets                              8,082       5,256         54%      14,528      10,431          39%
   Loan Brokerage Fees                          4,118       1,400        194%       8,143       2,862         185%
   Other                                        3,659       3,315         10%       6,727       6,407           5%
                                            ---------   ---------    --------   ---------    --------    ---------
     Total Other                               30,100      22,187         36%      57,027      44,459          28%
                                            ---------   ---------    --------   ---------    --------    ---------
Total Non-Interest Income                     $61,729     $47,381         30%    $117,619     $91,489          29%
                                            =========   =========    ========   =========    ========    =========
</TABLE>

Noninterest Expense
-------------------

For the second quarter of 2002,  noninterest  expense totaled $137.5 million, an
increase of $39.6 million or 40% over the same period in 2001.  Contributing  to
this  increase was new branch  activity  over the past twelve  months,  with the
number of branches increasing from 159 at June 30, 2001 to 196 at June 30, 2002.
With the addition of these new offices, staff, facilities,  and related expenses
rose accordingly.  Other noninterest expenses rose $10.8 million over the second
quarter of 2001. This increase resulted  primarily from higher bank card-related
service  charges,   increased  business  development  expenses,   and  increased
provisions for non-credit-related losses.

For the first six months of 2002, noninterest expense totaled $263.5 million, an
increase of $75.2 million or 40% over $188.3 million for the first six months of
2001.  Contributing  to this increase was the growth in branches as noted above.
Other noninterest  expense rose $19.6 million over the first six months of 2001.
This increase resulted primarily from higher bank card-related  service charges,
increased  business   development   expenses,   and  increased   provisions  for
non-credit-related losses.

The Company's operating efficiency ratio (noninterest expenses,  less other real
estate expense, divided by net interest income plus noninterest income excluding
non-recurring  gains) was 69.11% for the first six months of 2002 as compared to
69.02% for the same 2001 period.  The Company's  efficiency  ratio remains above
its peer group primarily due to its aggressive growth expansion activities.

Loan and Asset Quality
----------------------

Total  non-performing  assets  (non-performing  loans  and  other  real  estate,
excluding  loans past due 90 days or more and still  accruing  interest) at June
30, 2002 were $17.6 million,  or 0.13% of total assets compared to $18.4 million
or 0.16% of total  assets at  December  31,  2001 and $20.7  million or 0.22% of
total assets at June 30, 2001.

Total non-performing loans (non-accrual loans and restructured loans,  excluding
loans past due 90 days or more and still  accruing  interest)  at June 30,  2002
were $15.1 million or 0.29% of total loans compared to $16.8 million or 0.37% of
total  loans at December  31, 2001 and $19.1  million or 0.47% of total loans at
June  30,  2001.  At June 30,  2002,  loans  past due 90 days or more and  still
accruing  interest  amounted  to $834  thousand  compared  to $519  thousand  at
December 31, 2001 and $1.4 million at June 30, 2001. Additional loans considered
as potential  problem  loans by the Company's  internal  loan review  department
($21.2  million at June 30,  2002) have been  evaluated  as to risk  exposure in
determining the adequacy of the allowance for loan losses.

                                       13

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

Other real estate (ORE) at June 30, 2002  totaled $2.5 million  compared to $1.5
million at December 31, 2001 and $1.6 million at June 30, 2001. These properties
have been  written  down to the  lower of cost or fair  value  less  disposition
costs.

Following  "Forward  Looking  Statements"  are  tabular   presentations  showing
detailed information about the Company's  non-performing loans and assets and an
analysis of the  Company's  allowance for loan losses and other related data for
June 30, 2002, December 31, 2001, and June 30, 2001.

Forward-Looking Statements
--------------------------

The  Company  may  from  time  to time  make  written  or oral  "forward-looking
statements",  including  statements  contained in the Company's filings with the
Securities and Exchange Commission (including this Form 10-Q), in its reports to
stockholders and in other communications by the Company,  which are made in good
faith by the Company  pursuant to the "safe  harbor"  provisions  of the Private
Securities Litigation Reform Act of 1995.

These  forward-looking   statements  include  statements  with  respect  to  the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties  and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may", "could", "should",  "would",
believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and  similar
expressions are intended to identify forward-looking  statements.  The following
factors, among others, could cause the Company's financial performance to differ
materially from that expressed in such forward-looking  statements: the strength
of the United States economy in general and the strength of the local  economies
in which the Company conducts operations; the effects of, and changes in, trade,
monetary and fiscal policies,  including  interest rate policies of the Board of
Governors of the Federal Reserve System (the "FRB"); inflation;  interest rates,
market and monetary  fluctuations;  the timely  development of  competitive  new
products and  services by the Company and the  acceptance  of such  products and
services by customers;  the willingness of customers to substitute  competitors'
products and services  for the  Company's  products and services and vice versa;
the impact of changes in financial  services'  laws and  regulations  (including
laws  concerning  taxes,  banking,  securities  and  insurance);   technological
changes; future acquisitions;  the expense savings and revenue enhancements from
acquisitions  being less than  expected;  the growth  and  profitability  of the
Company's  noninterest  or fee income  being less than  expected;  unanticipated
regulatory  or judicial  proceedings;  changes in consumer  spending  and saving
habits;  and the success of the Company at  managing  the risks  involved in the
foregoing.

The  Company  cautions  that the  foregoing  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

                                       14

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following summary presents  information  regarding  non-performing loans and
assets as of June 30, 2002 and the preceding  four quarters  (dollar  amounts in
thousands).

<TABLE>
<CAPTION>
                                               June 30,      March 31,    December 31,   September 30,    June 30,
                                                 2002           2002          2001           2001           2001
                                           ---------------------------------------------------------------------------
<S>                                               <C>            <C>           <C>            <C>            <C>
Non-accrual loans:
   Commercial                                     $7,581         $ 9,473       $ 6,835        $ 9,196        $10,608
   Consumer                                        1,557           1,537         1,484          1,382          1,338
   Real estate:
     Construction                                    181             181         1,590          1,590          1,590
     Mortgage                                      5,778           5,695         6,924          6,944          5,598
                                           ---------------------------------------------------------------------------
         Total non-accrual loans                  15,097          16,886        16,833         19,112         19,134
                                           ---------------------------------------------------------------------------

Restructured loans:
   Commercial                                          6               7             8              9             10
   Consumer
   Real estate:
     Construction
     Mortgage
                                           ---------------------------------------------------------------------------
         Total restructured loans                      6               7             8              9             10
                                           ---------------------------------------------------------------------------

Total non-performing loans                        15,103          16,893        16,841         19,121         19,144
                                           ---------------------------------------------------------------------------

Other real estate                                  2,471           2,602         1,549          1,671          1,552
                                           ---------------------------------------------------------------------------

Total non-performing assets                       17,574          19,495        18,390         20,792         20,696
                                           ---------------------------------------------------------------------------

Loans past due 90 days or more
   and still accruing                                834             484           519            964          1,416
                                           ---------------------------------------------------------------------------

Total non-performing assets and
   loans past due 90 days or more                $18,408         $19,979       $18,909        $21,756        $22,112
                                           ===========================================================================

Total non-performing loans as a
   percentage of total period-end loans            0.29%           0.34%         0.37%          0.44%          0.47%

Total non-performing assets as a
   percentage of total period-end assets           0.13%           0.16%         0.16%          0.20%          0.22%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of total period-end assets           0.13%           0.16%         0.17%          0.21%          0.24%

Allowance for loan losses as a percentage
   of total non-performing loans                    530%            428%          398%           321%           301%

Allowance for loan losses as a percentage
   of total period-end loans                       1.52%           1.47%         1.46%          1.42%          1.40%

Total non-performing assets and loans
   past due 90 days or more as a
   percentage of stockholders' equity and
   allowance for loan losses                          2%              3%            3%             3%             4%
</TABLE>

                                       15

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

The following  table  presents,  for the periods  indicated,  an analysis of the
allowance for loan losses and other related data: (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                           Year
                                              Three Months Ended              Six Months Ended             Ended
                                           06/30/02        06/30/01       06/30/02       06/30/01        12/31/01
                                          ------------    -----------    ------------   ------------    ------------
<S>                                           <C>            <C>             <C>            <C>             <C>
Balance at beginning of period                $72,253        $52,157         $66,981        $48,680         $48,680
Provisions charged to operating expenses       10,250          7,982          17,150         12,591          26,384
                                          ------------    -----------    ------------   ------------    ------------
                                               82,503         60,139          84,131         61,271          75,064

Recoveries on loans charged-off:
Commercial                                        215            150             405            159             552
Consumer                                          105             95             220            136             288
Real estate                                         0              2               1             14             134
                                          ------------    -----------    ------------   ------------    ------------
Total recoveries                                  320            247             626            309             974

Loans charged-off:
Commercial                                     (1,874)        (1,976)         (3,061)        (2,334)         (5,862)
Consumer                                         (841)          (636)         (1,565)        (1,295)         (2,784)
Real estate                                       (10)          (226)            (33)          (403)           (411)
                                          ------------    -----------    ------------   ------------    ------------
Total charge-offs                              (2,725)        (2,838)         (4,659)        (4,032)         (9,057)
                                          ------------    -----------    ------------   ------------    ------------
Net charge-offs                                (2,405)        (2,591)         (4,033)        (3,723)         (8,083)
                                          ------------    -----------    ------------   ------------    ------------

Balance at end of period                      $80,098        $57,548         $80,098        $57,548         $66,981
                                          ============    ===========    ============   ============    ============

Net charge-offs as a percentage of
average loans outstanding                        0.19%          0.26%           0.16%          0.19%           0.19%

Net reserve additions                          $7,845         $5,391         $13,117         $8,868         $18,301
</TABLE>

Item 3:  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

See Item 2 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation, Interest Rate Sensitivity and Liquidity.


                                       16
<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Securities Holders
         -----------------------------------------------------

         The Annual Meeting of the Registrant's Shareholders was held on May 21,
2002.  The only  item of  business  acted  upon at the  Annual  Meeting  was the
election of 13 directors for one year terms. All 13 directors were elected.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

Exhibits
--------

Exhibit 99.1    -   906 Certification

Reports on Form 8-K
-------------------

No reports on Form 8-K were filed during the second quarter ended June 30, 2002.


                                       17

<PAGE>
                     COMMERCE BANCORP, INC. AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                             COMMERCE BANCORP, INC.
                                  --------------------------------------------
                                                  (Registrant)










   August 14, 2002                            /s/ DOUGLAS J. PAULS
-------------------------         --------------------------------------------
       (Date)                                   DOUGLAS J. PAULS
                                           SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)



                                       18